Material event report (merger)

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What happened

Material Event Report (Decision on Company Merger) 6.2 Metalabs Co., Ltd. Material Event Report / Exchange Reporting Obligation Matters To the Financial Services Commission / Korea Exchange August 3, 2026

Company Name: Metalabs Co., Ltd. Representative Director: Ha Ji-seong Head Office Address: 3F, 801 Seolleung-ro, Gangnam-gu, Seoul (Baekang Building, Sinsa-dong) (Phone) 02-2189-7700 (Website) http://www.metalabs.co.kr Preparer: (Title) Executive Director (Name) Choi Hong-su (Phone) 02-2189-7700

Decision on Company Merger

1. Method of Merger Metalabs Co., Ltd. absorbs and merges Meta S&C Co., Ltd. - Surviving company: Metalabs Co., Ltd. - Dissolving company: Meta S&C Co., Ltd. - Form of merger: Small-scale merger

2. Purpose of Merger To enhance management efficiency and strengthen business competitiveness, generating synergy and securing a foundation for sustainable growth

3. Material Impact and Effects of the Merger 1. Effect on the Company's management: Metalabs Co., Ltd. holds 100% of the equity in Meta S&C Co., Ltd., and since the merger ratio is 1.0000000:0.0000000 with no new shares issued (a no-capital-increase merger), there will be no change in the shares held by or the equity structure of Metalabs Co., Ltd.'s largest shareholder after this merger. 2. Effect on the Company's finances and operations: Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd. engaged mainly in CRM and real estate leasing; the merger is not expected to have a material impact on the management or finances of Metalabs Co., Ltd., the surviving company, but is expected to enhance management efficiency through integrated organizational operation and strengthen business competitiveness by operating the same business.

4. Merger Ratio Metalabs Co., Ltd. : Meta S&C Co., Ltd. = 1.0000000 : 0.0000000 - (In the case of a dissolution merger with a special purpose acquisition company, the multiple of the base price on the first day of listing of the merger new shares against the closing price on the SPAC's last trading day) - not applicable

5. Basis for Calculating the Merger Ratio The surviving company, Metalabs Co., Ltd., owns 100% of the shares of the dissolving company, Meta S&C Co., Ltd., and since no new merger shares will be issued for the shares of the dissolving company at the time of the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: Surviving company -; Dissolving company -

6. Matters Concerning External Valuation Whether external valuation was conducted: Not applicable - Basis and reason: Pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes evaluation by an external valuation institution of the appropriateness of the merger value where a company holding the entire issued shares of another company merges with that other company without issuing new shares), the valuation by an external valuation institution was not conducted. Name of external valuation institution: - External valuation period: - External valuation opinion: -

7. Type and Number of Merger New Shares Common shares: - Class shares: -

8. Merger Counterparty Company Company name: Meta S&C Co., Ltd. (META S&C CO., Ltd.) Main business: CRM and real estate leasing Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets: 47,099,304,234 Capital stock: 198,474,500 Total liabilities: 16,430,865,152 Revenue: 6,256,151,484 Total equity: 30,668,439,082 Net income (loss): -724,321,999 External audit: Yes; Auditor: Donghyeon Accounting Corporation; Audit opinion: Unqualified (In the case of a dissolution merger with a special purpose acquisition company) Representative director: -; Date of incorporation: -; Head office address: -; Expected securities registration statement submission date: -

9. Newly Established Merger Company Company name: - Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock - Revenue of the newly established business segment for the most recent fiscal year, as of the current reference date (KRW): - Main business: - Whether re-listing application is required: Not applicable

10. Merger Schedule Merger agreement date: August 4, 2026 Record date for determining shareholders: August 18, 2026 Shareholder register closure period: Start date -; End date - Period for receiving notices of objection to the merger: Start date August 18, 2026; End date September 1, 2026 Scheduled shareholders' meeting date: - Appraisal rights exercise period: Start date -; End date - Old share certificate submission period: Start date -; End date - Scheduled trading suspension period: Start date -; End date - Creditor objection period: Start date September 3, 2026; End date October 6, 2026 Merger effective date: October 7, 2026 Completion reporting meeting date: October 7, 2026 Expected merger registration date: October 7, 2026 Expected date of delivery of new share certificates: - Expected listing date of new shares: -

11. Whether This Constitutes a Backdoor Listing: Not applicable

12. Whether the Requirements for a Backdoor Listing of Another Company Are Met: Not applicable

13. Matters Concerning Appraisal Rights Exercise requirements: As this proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of Metalabs Co., Ltd. Expected purchase price: - Exercise procedure, method, period, place: - Expected payment timing and method: - Matters concerning restrictions on appraisal rights: - Effect on the contract: -

14. Board Resolution Date (Decision Date): August 3, 2026 - Attendance of independent (outside) directors: Present (persons) 0; Absent (persons) 1 - Attendance of auditor (audit committee member who is not an independent (outside) director*): Present

15. Whether a Put Option or Similar Contract Has Been Concluded: No - Contract details: -

16. Whether Subject to Submission of a Securities Registration Statement: No - Reason for exemption from submission: Since this merger proceeds without issuing merger new shares (a no-capital-increase merger), no offering or sale of securities requiring a securities registration statement occurs in the course of this merger. * "Independent director" applies to listed companies and "outside director" applies to unlisted companies.

17. Future Plans for Corporate Restructuring As of the date of submission of this report, Metalabs Co., Ltd. has no finalized plans for corporate restructuring currently underway or planned following completion of this merger.

18. Other Material Matters Relevant to Investment Decisions 1) As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of Metalabs Co., Ltd., and shareholders' meeting approval of the merger is replaced by board approval. However, if a shareholder holding 20% or more of the total issued shares of Metalabs Co., Ltd. notifies in writing opposition to the merger within two weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. 2) As this merger is one for which no evaluation by an external valuation institution is conducted pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the "5. Basis for Calculating the Merger Ratio - Corporate Value" entry above is omitted. 3) The above "8. Merger Counterparty Company - Financial Details for the Most Recent Fiscal Year" is based on the financial statements as of the end of 2025. 4) The above "10. Merger Schedule" is the expected schedule as of the date of submission of this report and may change due to approvals and authorizations under relevant laws and regulations, consultations with relevant authorities, and other circumstances. 5) The above "10. Merger Schedule - Completion Reporting Meeting Date" is expected to be replaced by a board resolution and announcement procedure pursuant to Article 526, Paragraph 3 of the Commercial Act.

Related Disclosures: None

[Detailed Matters Concerning the Merger]

1. Overview of the Merger (1) Basic Matters Concerning the Merger 1) Merger Counterparty Surviving company after merger: Name: Metalabs Co., Ltd.; Address: 3F, 801 Seolleung-ro, Gangnam-gu, Seoul (Baekang Building, Sinsa-dong); Representative director: Ha Ji-seong; Listing status: Listed on the KOSPI Market Dissolving company after merger: Name: Meta S&C Co., Ltd.; Address: 3F, 801 Seolleung-ro, Gangnam-gu, Seoul (Baekang Building, Sinsa-dong); Representative director: Lee Chang-ho; Listing status: Unlisted This merger does not constitute a backdoor listing.

2) Background of the Merger This merger is intended to allow the merging company, Metalabs Co., Ltd., to absorb and merge the merged company, Meta S&C Co., Ltd., thereby reducing unnecessary operating costs, increasing management efficiency, and strengthening business competitiveness.

3) Whether This Constitutes a Backdoor Listing: Not applicable

4) Material Impact and Effects on the Company's Management, Finances, Operations, etc. Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd. engaged mainly in CRM and real estate leasing, and the merger is not expected to have a significant impact on consolidated management or finances. This merger is a no-capital-increase merger, and there will be no change in the shares held by or the equity structure of Metalabs Co., Ltd.'s largest shareholder after completion of the merger.

5) Future Plans for Corporate Restructuring As of the date of submission of this report, Metalabs Co., Ltd. has no finalized plans for corporate restructuring currently underway or planned following completion of the merger.

6) Overview of the Counterparty Company Please refer to "2. Matters Concerning the Merger Counterparty Company" below.

7) Form of the Merger 1. Method of Merger: The merging company, Metalabs Co., Ltd., absorbs and merges the merged company, Meta S&C Co., Ltd.; Metalabs Co., Ltd. survives and Meta S&C Co., Ltd. is dissolved. 2. Whether This Qualifies as a Small-Scale or Simplified Merger, and Basis: This merger qualifies as a small-scale merger under Article 527-3 of the Commercial Act (no new shares or treasury shares are issued or delivered as merger consideration, and the cash provided to shareholders of the dissolving company does not exceed 5% of net assets), and the Company plans to approve the merger by board resolution. 3. Notable Matters Regarding the Method of Merger: Pursuant to Article 527-3 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of Metalabs Co., Ltd. notifies in writing opposition to the merger within two weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. Also, as this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of Metalabs Co., Ltd.

8) Key Merger Schedule Category: Date; Remarks Merger board resolution date: August 3, 2026; - Announcement of record date for determining shareholders: August 3, 2026; Posted on the Company's website Material event report submission: August 3, 2026; - Merger agreement date: August 4, 2026; - Record date for determining shareholders: August 18, 2026; - Small-scale merger announcement: August 18, 2026; Posted on the Company's website Period for receiving notices of objection to the merger: Start date August 18, 2026; End date September 1, 2026 Board resolution date for merger approval: September 2, 2026; In lieu of a shareholders' meeting Creditor objection announcement: September 3, 2026; Posted on the Company's website Creditor objection period: Start date September 3, 2026; End date October 6, 2026 Merger effective date: October 7, 2026; - Board resolution date for merger completion report: October 7, 2026; In lieu of a shareholders' meeting Merger completion report announcement: October 7, 2026; Posted on the Company's website Expected merger registration date: October 7, 2026; - The above key merger schedule is the expected schedule as of the date of submission of this report and may change due to approvals and authorizations under relevant laws and regulations, consultations with relevant authorities, and other circumstances.

9) Whether Subject to Submission of a Securities Registration Statement Whether subject to submission: Not applicable Reason for exemption: No-capital-increase merger

10) Conditions for Completion of the Merger, etc. Please refer to "(3) Investment Risk Factors - 1) Risk Factors That May Impede Completion of the Merger" below.

(2) Merger Ratio and Basis for Calculation 1) Merger Ratio and Basis for Calculation: The surviving company, Metalabs Co., Ltd., owns 100% of the shares of the dissolving company, Meta S&C Co., Ltd., and since no new merger shares will be issued for the shares of the dissolving company at the time of the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether External Valuation Was Conducted: Pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the valuation by an external valuation institution was not conducted.

(3) Investment Risk Factors 1) Risk Factors That May Impede Completion of the Merger 1. Contract Termination Conditions in the Merger Agreement: [Merger Agreement] Article 10 (Change of Conditions and Termination of Agreement): If, between the date of execution of this agreement and the merger effective date, a material change occurs in the property or management condition of Party A or Party B due to unforeseeable natural disasters, transfer of all or a material part of a business division, or other causes, Party A and Party B may, by mutual consultation, change the merger conditions or terminate this agreement. 2. If a shareholder holding 20% or more of the total issued shares of Metalabs Co., Ltd. notifies in writing opposition to the merger within two weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. 2) Matters Concerning the Pursuit of Listing of Merger New Shares and Possibility of Delisting, etc.: Since this merger does not involve issuing new shares (a no-capital-increase merger), the pursuit of listing of merger new shares is not applicable. Also, since this merger does not constitute a backdoor listing, there is no possibility of delisting. 3) Risk Factors to Consider When Investing in Related Securities If the Merger Is Completed: This merger is a small-scale merger in which Metalabs Co., Ltd. absorbs its wholly owned subsidiary, Meta S&C Co., Ltd., and there are no securities subject to offering or sale in connection with this merger. In addition, all rights and obligations, including all types of assets and liabilities, held by Meta S&C Co., Ltd. as of the merger effective date will be succeeded by Metalabs Co., Ltd. on the merger effective date without additional procedures or agreements, but as this is not expected to have a material impact on finances, operations, etc., the risk factors to consider when investing in the securities are limited. 4) Matters Concerning Option Contracts Related to the Merger: Not applicable

(4) Matters Concerning Appraisal Rights As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and merger approval is replaced by board approval.

(5) Interests Between the Companies, etc. 1) Relationship Between the Companies 1. Affiliate or Subsidiary Relationship: As of the date of submission of this report, Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd., which holds 100% of its equity. 2. Concurrent Officer Positions Name: Ha Ji-seong; Position: Representative director; Affiliate company: Meta S&C Co., Ltd.; Position at affiliate: In-house director; Full-time: Yes Name: Choi Hong-su; Position: In-house director; Affiliate company: Meta S&C Co., Ltd.; Position at affiliate: In-house director; Full-time: Yes Name: Lee Chang-ho; Position: In-house director; Affiliate company: Meta S&C Co., Ltd.; Position at affiliate: Representative director; Full-time: Yes Name: Heo Bu-kyung; Position: Auditor; Affiliate company: Meta S&C Co., Ltd.; Position at affiliate: Auditor; Full-time: Yes 3. Where the Largest Shareholder of One Party Is a Related Party of the Other Party: Since Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd., which holds 100% of its equity, the largest shareholder and related parties of one company are related parties of the other company. 4. Other Matters Concerning Competitive or Complementary Business Relationships, etc.: Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd. engaged mainly in CRM and real estate leasing.

2) Transactions Between the Companies 1. Provision of Collateral (1) Details of Debt Guarantees (Unit: KRW million) Guarantor / Beneficiary / Relationship / Guarantee type / Guarantee institution / Guarantee limit / Details The Company / Meta S&C Co., Ltd. / Subsidiary / Debt guarantee / Shinhan Bank, Seoul University Station Center Branch / 1,200 / Guarantee of borrowings for operating funds The Company / Meta S&C Co., Ltd. / Subsidiary / Debt guarantee / Kookmin Bank, Banpo Jungang Branch / 2,513 / Guarantee of borrowings for operating funds (2) Details of Borrowings and Loans (Unit: KRW million) Name (Entity name) / Relationship / Transaction date / Transaction type / Transaction amount Meta S&C Co., Ltd. / Subsidiary / 2025.01.01-2025.12.31 / Borrowings / 4,180 Total: 4,180 2. Purchase and Sales Transactions: Not applicable 3. Operating Receivables/Payables and Accrued Liabilities/Receivables: Not applicable 4. Credit Extended to the Largest Shareholder: Not applicable 5. Asset Transfers with the Largest Shareholder, etc.: Not applicable 6. Business Transactions with the Largest Shareholder: Not applicable

(6) Other Matters Necessary for Investor Protection 1) Past Material Asset Transfers: Not applicable 2) Equity Status of the Largest Shareholder, etc.: Since this merger does not involve issuing merger new shares (a no-capital-increase merger), there is no change in the equity of the largest shareholder before and after the merger. 3) Changes in the Company's Capital After the Merger: Since this merger does not involve issuing new shares (a no-capital-increase merger), there will be no change in the total number of issued shares or capital stock of Metalabs Co., Ltd. after the merger. 4) Management Policy and Composition of Officers, etc. After the Merger: As of the date of submission of this report, there is no plan to change the surviving company's future key management policy, method of composing officers, etc. after completion of this merger. 5) Business Plans, etc.: There is no plan to change or discontinue the businesses operated by Metalabs Co., Ltd. and Meta S&C Co., Ltd. before the merger as a result of this merger.

2. Matters Concerning the Merger Counterparty Company (1) Overview of the Company Company name: Meta S&C Co., Ltd. Representative: Lee Chang-ho Head office business registration number: 489-88-02403 Head office address: 3F, 801 Seolleung-ro, Gangnam-gu, Seoul (Baekang Building, Sinsa-dong) Main business: CRM and real estate leasing Listing status: Unlisted

(2) Business Description Meta S&C Co., Ltd.'s main businesses are CRM and real estate leasing.

(3) Financial Matters 1) Summary Statement of Financial Position for the Past Three Years (Unit: KRW thousand) Item: 2025 / 2024 / 2023 Current assets: 8,458,332 / 1,684,442 / 7,049,607 Non-current assets: 38,640,972 / 62,616,862 / 61,564,451 Total assets: 47,099,304 / 64,301,304 / 68,614,059 Current liabilities: 13,463,939 / 14,928,085 / 6,856,482 Non-current liabilities: 2,966,925 / 16,728,213 / 28,897,127 Total liabilities: 16,430,865 / 31,656,299 / 35,753,610 Capital stock: 198,474 / 198,474 / 198,474 Capital surplus: 1,962,601 / 19,692,601 / 19,692,601 Retained earnings: 10,738,500 / 11,462,822 / 12,266,353 Total equity: 30,668,439 / 32,645,005 / 32,860,448 Total liabilities and equity: 47,099,304 / 64,301,304 / 68,614,059

2) Summary Income Statement for the Past Three Years (Unit: KRW thousand) Item: 2025 / 2024 / 2023 Revenue: 6,256,151 / 9,974,818 / 8,710,047 Cost of sales: 3,997,327 / 5,996,860 / 5,328,891 Gross profit: 2,258,823 / 3,977,958 / 3,381,155 Selling, general and administrative expenses: 5,698,173 / 4,613,916 / 2,807,489 Operating income (loss): (3,439,349) / (635,958) / 573,666 Net income (loss): (724,321) / (803,530) / 620,469

3) Financial Regulations and Costs Applicable to Special Purpose Acquisition Companies: Not applicable 4) Matters Concerning Restatement of Financial Statements, etc.: Not applicable

(4) Auditor's Opinion: Unqualified We have audited the financial statements of Meta S&C Co., Ltd. (the "Company"). These financial statements comprise the statements of financial position as of December 31, 2025 and December 31, 2024, the related statements of income, changes in equity, and cash flows for each of the two reporting periods then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements of the Company present fairly, in all material respects, the Company's financial position as of December 31, 2025 and December 31, 2024, and its financial performance and cash flows for each of the two reporting periods then ended, in accordance with Korean generally accepted accounting standards.

(5) Matters Concerning the Board of Directors and Other Organs of the Company As of the date of submission of this report, the board of directors of Meta S&C Co., Ltd. consists of a total of 4 directors. There is no committee within the board.

(6) Matters Concerning Shareholders As of the date of submission of this report, the shareholder status of Meta S&C Co., Ltd. is as follows. Shareholder name: Metalabs Co., Ltd.; Shares held: 1,984,745; Ownership ratio: 100.00%

(7) Matters Concerning Officers and Employees, etc. As of the date of submission of this report, Meta S&C Co., Ltd. has a total of 34 officers and employees.

(8) Matters Concerning Affiliated Companies, etc. As of the date of submission of this report, the affiliated companies of Meta S&C Co., Ltd. are the same as those of the Company; for details, please refer to the business report of Metalabs Co., Ltd.

(9) Other Matters Necessary for Investor Protection 1) Material Litigation: Not applicable 2) Other Contingent Liabilities, etc.: Not applicable 3) Sanctions Status: Not applicable